By the Seller Parties. Each of the Seller Parties, jointly and severally, shall indemnify, save and hold harmless Acquiror, its stockholders, Affiliates and subsidiaries and its and their respective Representatives (collectively, the "Acquiror Indemnitees"), from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in 42 connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or (viii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement.
By the Seller Parties. To the extent provided in this Section 10, the Seller Parties, jointly and severally, shall indemnify and hold Buyer, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls Buyer within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Buyer Party”) harmless from and against:
By the Seller Parties. A. Each of the Managers (as to itself only and for or in respect of matters relating to that Manager’s applicable LLC or that LLC’s respective Property or Properties only) hereby warrants, represents and/or covenants to the Buyer as follows (the representations and warranties of each of the Managers, in their respective capacities as the Managers of their respective LLCs, that are set forth in this Section 3.2.1.A being referred to herein collectively as the “Manager’s Property Representations”):
By the Seller Parties. The Company before the Closing and the Seller after the Closing shall protect, defend, indemnify and hold harmless the Buyer Parties from and against (i) any and all Damages incurred by the Buyer Parties arising out of or resulting from any breach of or inaccuracy in any of the representations or warranties of the Seller Parties, or any breach of any of their covenants and other agreements, in each case contained in this Agreement or any of the Other Agreement Documents (without giving effect to any amendment(s) to the Seller Parties’ disclosure schedules delivered pursuant to Section 7.4 hereof); provided however, that for purposes of determining Damages with respect to any breach of any such representations and warranties (but not for determining whether or not there has been a breach), such representations any warranties of the Seller Parties shall be deemed to have been made without any Materiality Qualifications, provided that the limitations of Section 10.4(a) hereof shall continue to apply nonetheless; and/or (ii) any Claim by or on behalf of Pxxxx Xxxxxxx against any Buyer Party arising out of any OARs previously issued to Mx. Xxxxxxx
By the Seller Parties. Each of the Sellers, individually with respect to the representation and warranties set forth in ARTICLE 4 and each covenant undertaken on an individual basis, including without limitation the covenants contained in Sections 7.1 and 7.3, and jointly and severally with respect to the representations and warranties contained in ARTICLE 5 and each joint covenant, shall indemnify, save and hold harmless Acquiror, its Affiliates and Subsidiaries (including, following the Closing, the Company and its Subsidiaries), and its and their respective Representatives (collectively, the “Acquiror Indemnitees”), from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to:
By the Seller Parties. On the Closing Date, the Seller Parties, as applicable, shall deposit or cause to be deposited in Escrow:
By the Seller Parties. The Andrulis Family Sellers shall (jointly among members of the Andrulis Xxxxxx Xellers but severally with respect to R. John Chapel, Xx.) xxd R. John Chapel, Jr., severally and not jointly, in accordance with the proportions set forth on Schedule 2.2, protect, defend, indemnify and hold harmless the Buyer Parties from and against any and all Damages incurred by the Buyer Parties arising out of or resulting from:
By the Seller Parties. On the Closing Date, the Seller Parties, as applicable, shall deposit or cause to be deposited in Escrow, for each applicable LLC in which the Selling Members are selling their respective Membership Interests in that LLC and that LLC’s respective Property or Properties:
